ACT CONSULT SOFTWARE END USER LICENSE AGREEMENT ("EULA")
NOTIFICATION: PERMISSION TO USE THE SOFTWARE IS CONDITIONAL UPON YOU AS THE CUSTOMER AND LICENSEE, AGREEING TO THE TERMS SET OUT BELOW.
BY INSTALLING THE SOFTWARE YOU AGREE TO HAVE READ AND ACCEPTED ALL THE TERMS OF THIS LICENSE AGREEMENT AND WISH TO BECOME THE LICENSEE ("YOU") OF THE SOFTWARE. ACCEPTANCE SHALL BIND YOU AND ALL OF YOUR EMPLOYEES TO THE TERMS OF THIS LICENCE.
BY INSTALLING THE SOFTWARE YOU WARRANT AND CONFIRM THAT YOU ARE ELIGIBLE AND HAVE THE AUTHORITY TO AGREE TO THE TERMS OF THIS LICENSE AGREEMENT.
IN CIRCUMSTANCES WHERE YOU PURCHASE THE SOFTWARE WITHOUT ACCEPTING THE TERMS OF THIS LICENSE AGREEMENT AND WISH TO RETURN THE SOFTWARE, PLEASE CONTACT THE DISTRIBUTER STQ CONSULTING (IOM) LTM TO DETERMINE WHETHER YOU ARE ELIGIBLE FOR A REFUND.
1. License
1.1 ACT Consult has agreed to license use of the Software to you pursuant to this license agreement and the terms and conditions set out below.
1.2 ACT Consult grants to you a non-exclusive, non-transferable, revocable license to:
(a) Use the Software;
(b) Make one copy for backup purposes only; and
(c) Use the Software strictly in accordance with the provisions of this license.
1.3 Except where clause 2.2 applies, if you wish to use the Software on more than one computer at the same time, you may make an additional copy upon receipt of written consent from ACT Consult and upon payment of an additional license fee as stipulated by ACT Consult.
2. License Fee
2.1 Where a license fee is payable by you in respect of the Software, you are not entitled to use the Software until the license fee has been paid. In the case of payment by credit card, payment will not be deemed paid until the billing provider has authorized the credit card payment. A separate license fee is payable in the circumstances described in clause 1.3.
2.2 If you are downloading/installing a free trial version of the Software, you may use it on one or more computers for an unlimited period of time for non-commercial use. However, you are not entitled to receive technical support nor the full functionality that comes with the Software until a license fee has been paid.
3. Licensee's Obligations
3.1 As the Licensee you hereby undertake the following obligations:
(a) To not print, copy, reproduce, translate, adapt, vary, alter, change, reverse engineer, decompile or modify the Software by any means or in any other form other than to make one temporary copy of the Software for back-up and security purposes without the express consent of ACT Consult, except as expressly authorized by this agreement;
(b) To supervise and control the use of the Software in accordance with the terms of this license;
(c) To ensure your employees, sub-contractors and other agents who have authorized access to the Software are made aware of the terms of this license;
(d) To not provide or otherwise make available the Software in any form to any person other than those referred to in paragraph (c) without the written consent of ACT Consult; and
(e) Not to give, lease, assign, license, sub-license, transfer, distribute, disclose, disseminate or publish the software in any form to any other person or attempt to do any of these acts;
(f) Not to alter, change, remove or obscure any notices or other indications (including copyright notices) as to ownership of the Software;
(g) Not to access or use the Software on more that one personal stand-alone computer, or otherwise allow the Software to be accessed or used by more than one user at any one time.
(h) Not to engage in any acts, which infringe ACT Consult rights in the intellectual property rights in the Software;
3.2 You acknowledge that the License granted by Clause 1 does not make you the owner of the Software nor does it cause any transfer or assignment of any copyright or any other intellectual or industrial property rights subsisting in the Software to You.
4. Warranty
4.1 You hereby acknowledge that the Software cannot be guaranteed error free and further acknowledge that the existence of any such errors shall not constitute a breach of this license agreement by ACT Consult.
4.2 You acknowledge that ACT Consult may offer to maintain and update the Software but it is not obliged to do so. Should you wish to receive information about updates please view ACT Consult website on a regular basis at www.act-consult.com
4.3 In the event any statute implies terms into this agreement which cannot be lawfully excluded, such terms will apply to this agreement, save that the liability of ACT Consult for breach of any such implied term will be limited, at the option of ACT Consult, to any one or more of the following:
(a) The replacement of the Software to which the breach relates or the supply of equivalent Software;
(b) The repair of the Software;
(c) The payment of the cost of replacing the Software or of acquiring equivalent Software; or
(d) The payment of the cost of having the Software repaired.
4.4 If the liability of ACT Consult for breach of any term, condition or warranty implied by law into contracts for the supply of goods and services ("Prescribed Terms") are capable of exclusion, they are hereby excluded to the fullest extent permitted by law. 4.5 Except as provided by the Prescribed Terms (if any), which are not capable of exclusion or limitation, or as expressly set out in these terms:
(a) ACT Consult makes no warranties in relation to the Software, including warranties as to the performance or fitness for purpose of the Software;
(b) You will not under any circumstances have any cause of action against, or right to claim or recover from, ACT Consult for or in respect of any loss, damage or injury (including without limitation any loss of profit, indirect or consequential loss, damage or injury) arising from the supply or use of the Software or any breach of these terms.
4.6 ACT Consult will not be liable for any indirect or consequential damages arising out of a breach of this license or arising out of the supply of defective Software.
4.7 You acknowledge that you have exercised your independent judgment in acquiring the Software and have not relied upon any representations made by ACT Consult, which have not been stated expressly in this agreement or upon any descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by ACT Consult.
5. Copyright and Trade Marks
5.1 You acknowledge that the Software and all related products (including but not limited to computer manuals and computer literature) ("Products") are the subject of copyright. You therefore, shall not during or any time after the expiry or termination of this license, permit any act which infringes that copyright and, without limiting the generality of the foregoing, You specifically acknowledge that you may not copy the Software or Products except as otherwise expressly authorized by this agreement.
5.2 You shall not during or at any time after the expiry or termination of this License permit any act, which infringes the Trade Marks, used in connection with the Software.
5.3 You shall indemnify ACT Consult fully against all liabilities, costs and expenses that ACT Consult may incur to a third party as a result of your breach of the copyright and Trade Mark provisions of this agreement.
6. Term of License
6.1 This license commences upon payment of the license fee and is granted in perpetuity, but may be terminated in the following circumstances:
(a) if You are in breach of any term of this license agreement;
(b) if You, being a corporation, become the subject of insolvency proceedings;
(c) if You, being a firm or partnership, are dissolved; or
(d) if You destroy the Software and/or the Products for any reason.
6.2 Upon termination, you or a representative nominated by you shall destroy any remaining copies of the Software and Products or otherwise return or dispose of such material in the manner directed by ACT Consult.
6.3 Termination pursuant to this clause shall not affect any rights or remedies, which ACT Consult may have otherwise under this license or at law.
7. Assignment
The benefit of this agreement shall not be dealt with in any way by You (whether by assignment, sub-licensing or otherwise) without ACT Consult' written consent.
8. Waiver
Failure or neglect by either party to enforce at any time any of the provisions of this license agreement shall not be construed or deemed to be a waiver of that party's rights under this license.
9. Governing Law
The laws of the United Kingdom shall govern this license without reference to its choice of law rules. If you attempt to bring any legal proceedings against ACT Consult you specifically acknowledge that ACT Consult is free to choose the jurisdiction of our preference as to where such action against us may be held. As you have agreed by using this site to choose the laws of the United Kingdom to govern any such proceedings, we will probably choose to defend any such action in UK and we can make this decision entirely as it suits us, without regard to where in the world you are located, or from where in the world you visited this site.
If you have any questions or require clarification relating to the terms and conditions of this License Agreement, please contact ACT Consult online at www.act-consult.com or e-mail info@act-consult.com
